SCHEDULE 14A
             Information Required in Proxy Statement

                    SCHEDULE 14A INFORMATION
            Proxy Statement Pursuant to Section 14(a)
             of the Securities Exchange Act of 1934
                        (Amendment No.  )

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                      DYNATECH CORPORATION                        
       (Name of Registrant as Specified In Its Charter)

   SC FUNDAMENTAL INC., THE SC FUNDAMENTAL VALUE FUND, L.P.,      
   SC FUNDAMENTAL VALUE BVI, INC., SC-BVI PARTNERS, 
                SC FUNDAMENTAL VALUE BVI, LTD., 
             GARY N. SIEGLER AND PETER M. COLLERY                 
         (Name of Person(s) Filing Proxy Statement)

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               DYNATECH STOCKHOLDERS COMMITTEE

                         19th Floor
                      712 Fifth Avenue
                     New York, NY 10022

                                               July 11, 1994



Dear Fellow Dynatech Stockholder:

          You may have recently received a letter from
Dynatech Corporation regarding our nomination of three
candidates as directors of the Company.  In deciding how you
wish to vote on this important matter, we would like to ask
that you consider several factors:

1.   THE COMPANY'S ATTACKS ON OUR COMMITTEE AND ITS NOMINEES
     SHOULD NOT DISTRACT YOUR ATTENTION FROM THE COMPANY'S
     ABYSMAL PERFORMANCE IN RECENT YEARS.  Two of the
     Committee's nominees, Messrs. Siegler and Collery,
     founded the SC Fundamental Value Fund, an investment
     partnership, in June of 1990.  Since that time, the
     fund has made hundreds of investments and has never
     before conducted a proxy fight.  The fund, along with
     an affiliate, SC Fundamental Value BVI, Ltd. (together
     "the Funds") originally began purchasing Dynatech
     shares at $22.625 in October of 1993 in the belief that
     the Company had attractive businesses and a stronger
     cash flow than was indicated by its reported earnings. 
     Shortly before this initial investment, Dynatech
     reported quarterly earnings which were well below both
     analysts' expectations and the results in the same
     quarter a year earlier.  The same thing happened in
     January of 1994, and again in May of 1994 when Dynatech
     announced a $38 million quarterly loss; its first
     quarterly loss in 23 years.  It was only after this
     sorry performance that the Funds began to consider
     actions designed to preserve the value of their
     investment.  Ultimately, they determined to commence
     the proxy contest.

     With respect to the Funds, their net assets currently
     approximate $270 million.  An investment of $100,000 in
     the SC Fundamental Value Fund at its inception on June
     1, 1990 would have grown to more than $284,000 at June
     30, 1994 which represents a compounded annual rate of
     return in excess of 30%, and which greatly exceeds the
     return which would have been realized on an investment
     in Dynatech shares over the same period.  (Rate of
     return calculations are pre-tax and assume that
     investors neither added to, or reduced, their
     investments during the period in question.)

2.   IS YOUR COMPANY INTERESTED IN YOUR OPINION?  Our
     Committee will propose a non-binding resolution for
     consideration by all stockholders which asks Dynatech's
     Board to hire an investment banker to value Dynatech
     and subsequently sell or restructure the Company.  In
     recently prepared proxy materials, Dynatech has implied
     that under Massachusetts law it may be able to deny you
     the right to vote on this resolution.  Even if this is
     true, which we doubt, we wonder, why would the Company
     want to use a technicality to deny its owners the right
     to express their opinion on this crucial question?

3.   WHY SHOULD YOU VOTE TO RE-ELECT INCUMBENTS TO A BOARD
     COMPOSED OF DIRECTORS WHO EITHER OWN VERY LITTLE
     COMPANY STOCK, OR ARE SELLING WHAT THEY DO OWN?  The
     only two directors of Dynatech to own more than 0.2% of
     the Company's outstanding shares are Messrs. Warren
     Rohsenow and J.P. Barger, its co-founders and longest-
     serving directors.  Over the last two years, Mr.
     Rohsenow has sold 48,600 shares of Dynatech stock,
     while Mr. Barger has sold more than 125,000 shares
     including 10,000 shares sold as recently as June 14-15
     of this year.  Neither director bought a single share
     during the entire period.  On May 2, Mr. Barger filed a
     Form 144 with the Securities and Exchange Commission in
     which he proposed to sell 100,000 shares of Dynatech
     stock.  Only 45,000 of these shares are included in Mr.
     Barger's sales described above.  Total purchases by all
     nine members of the Company's Board over the last two
     years amount to only 3,690 shares.  Messrs. Rohsenow
     and Barger are the only two Dynatech directors with
     substantial stock holdings and have been associated
     with the Company since its inception.  Does it make
     sense to maintain the Board's status quo even as these
     directors reduce their financial commitment to
     Dynatech?

4.   MEMBERS OF THE COMMITTEE IN AGGREGATE OWN A TOTAL OF
     887,300 DYNATECH SHARES.  THEIR INTERESTS AS
     STOCKHOLDERS ARE THE SAME AS YOURS.  The Committee's
     nominees for director are employees of, managers of,
     and/or investors in the Funds.  The Funds collectively
     own 887,300 shares or 9.5% of Dynatech.  The nominees
     are committed to achieving the highest possible value
     for Dynatech's shares in the near term.  We request
     that you vote to give them the chance.

          YOUR VOTE IS IMPORTANT REGARDLESS OF HOW MANY
SHARES YOU OWN.  Please sign, date and return the BLUE proxy
card which you should have received in the mail, even if you
previously signed the white card provided by the Company. 
Only your most recently dated card counts.  If you have not
received a BLUE card, or if you have any questions about the
Committee and its nominees, please feel free to contact
Georgeson & Co. toll-free at (800) 223-2064.  Banks and
brokers call (212) 440-9800 (collect).

                         Sincerely,



                         The Dynatech Stockholders Committee